SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 22, 2012
SINO AGRO FOOD, INC.
(Exact Name of Registrant as Specified in Charter)
||(Commission File Number)
3711, China Shine Plaza
No. 9 Lin He Xi Road
Tianhe District, Guangzhou City, P.R.C.
|(Address of principal executive offices)
Registrant’s telephone number, including
area code: (860) 20 22057860
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn. Marc Ross, Esq.
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|¨||Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 DFR 240.14a-12)
|¨||Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|¨||Pre-commencement communications pursuant to Rule 13e-4
(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K contains
forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes,
(ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other
risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All
such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified
by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition,
the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances
after the date hereof.
|ITEM 5.02||DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On November 22, 2012, the Board of Directors
(the “Board”) of Sino Agro Food, Inc. (the “Company”) appointed George Yap and Nils Erik Sandberg as non-employee
directors of the Company commencing January 1, 2013. Each of Messrs. Yap and Sandberg will receive an annual fee of $60,000, payable
monthly in advance, and be required to comply with certain confidentiality provisions.
There are no arrangements or understandings
between either of Messrs. Yap and Sandberg and/or any other persons pursuant to which either of Messrs. Yap or Sandberg was named
as a director of the Company. Neither Mr. Yap nor Mr. Sandberg has a family relationship with any of the Company's directors or
executive officers or any persons nominated or chosen by the Company to be a director or executive officer.
Other than as set forth herein, neither
of Messrs. Yap or Sandberg has any direct or indirect material interest in any transaction or proposed transaction required to
be reported under Section 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
||AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.|
22, 2012, the Board adopted the Company’s new bylaws (the “Bylaws”). A copy of the Bylaws is attached
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
||FINANCIAL STATEMENTS AND EXHIBITS.|
The following exhibits are furnished herewith:
| || |
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
||SINO AGRO FOOD, INC.|
| Date: November 28, 2012
||/s/ LEE YIP KUN SOLOMON|
||Lee Yip Kun Solomon|
||Chairman and Chief Executive Officer|